Corporate governance it's principles and p

2. INTRODUCTION TO CORPORATE
GOVERNANCE
• CORPORATE GOVERNANCE IS THE COMBINATION OF RULES, PROCESSES OR LAWS BY WHICH BUSINESSES ARE
OPERATED, REGULATED OR CONTROLLED. THE TERM ENCOMPASSES THE INTERNAL AND EXTERNAL FACTORS THAT
AFFECT THE INTERESTS OF A COMPANY’S STAKE HOLDERS, INCLUDING SHAREHOLDERS, CUSTOMERS, SUPPLIERS,
GOVERNMENT REGULATORS MANAGEMENT. THE BOARD OF DIRECTORS IS RESPONSIBLE FOR CREATING THE
FRAMEWORK FOR CORPORATE GOVERNANCE THAT BEST ALIGNS BUSINESS CONDUCT WITH OBJECTIVES.
• CORPORATE GOVERNANCE INCLUDE ACTION PLANS, PERFORMANCE MEASUREMENT, DISCLOSURE PRACTICES,
EXECUTIVE COMPENSATION DECISIONS, DIVIDEND POLICIES, PROCEDURES FOR RECONCILING CONFLICTS OF
INTEREST AND EXPLICIT OR IMPLICIT CONTRACTS BETWEEN THE COMPANY AND STAKEHOLDERS.

3. PRINCIPLES OF CORPORATE
GOVERNANCE
•SUSTAINABLE DEVELOPMENT OF ALL STAKEHOLDERS:
• TO ENSURE GROWTH OF ALL INDIVIDUAL ASSOCIATED WITH OR EFFECTED BY THE ENTERPRISE ON SUSTAINABLE
BASIS.
•EFFECTIVE MANAGEMENT AND DISTRIBUTION OF WEALTH:
• TO ENSURE THAT ENTERPRISE CREATE MAXIMUM WEALTH AND JUDICIOUSLY USES THE WEALTH SO CREATED FOR
PROVIDING MAXIMUM BENEFITS TO ALL STAKEHOLDERS AND ENHANCING ITS WEALTH CREATION CAPABILITIES TO
MAINTAIN SUSTAINABILITY.

4. •DISCHARGE OF SOCIAL RESPONSIBILITY:
• TO ENSURE THAT ENTERPRISE IS ACCEPTABLE TO THE SOCIETY IN WHICH IT IS FUNCTIONING.
•APPLICATION OF BEST MANAGEMENT PRACTICE:
• TO ENSURE EXCELLENCE IN FUNCTIONING OF ENTERPRISE AND OPTIMUM CREATION OF WEALTH ON SUSTAINABLE
BASIS.
•COMPLIANCE OF LAW IN LETTER AND SPIRIT:
• TO ENSURE VALUE ENHACNCEMENT FOR ALL STAKEHOLDERS GUARANTED BY LAW FOR MAINTAINING SOCIO-ECONOMIC
BALANCE.

5. FOUR PILLARS OF CORPORATE GOVERNANCE
• ACCOUNTABILITY.
• THE CODE PROVIDES FOR ACCOUNTABILITY OF THE COMPANY'S BOARD OF DIRECTORS TO ALL SHAREHOLDERS IN
ACCORDANCE WITH APPLICABLE LAW AND PROVIDES GUIDANCE TO THE BOARD OF DIRECTORS IN MAKING
DECISIONS AND MONITORING THE ACTIVITIES OF THE EXECUTIVE BODIES.
• FAIRNESS.
• THE COMPANY UNDERTAKES TO PROTECT SHAREHOLDERS' RIGHTS AND ENSURE EQUAL TREATMENT OF
SHAREHOLDERS. THE BOARD OF DIRECTORS SHALL GIVE ALL SHAREHOLDERS THE OPPORTUNITY TO OBTAIN
EFFECTIVE REDRESS FOR VIOLATIONS OF THEIR RIGHTS.

6. • TRANSPARENCY.
• THE COMPANY SHALL PROVIDE TIMELY, ACCURATE DISCLOSURE OF INFORMATION ABOUT ALL
MATERIAL FACTS RELATING TO ITS ACTIVITIES, INCLUDING ITS FINANCIAL SITUATION, SOCIAL AND
ENVIRONMENTAL INDICATORS, PERFORMANCE, OWNERSHIP STRUCTURE AND GOVERNANCE OF THE
COMPANY, AS WELL AS FREE ACCESS TO SUCH INFORMATION FOR ALL STAKEHOLDERS.
• RESPONSIBILITY.
• THE COMPANY RECOGNIZES THE RIGHTS OF ALL INTERESTED PARTIES PERMITTED BY APPLICABLE LAW,
AND SEEKS TO COOPERATE WITH SUCH PERSONS OR COMPANIES FOR THEIR OWN DEVELOPMENT AND
FINANCIAL STABILITY.

7. ELEMENTS OF CORPORATE GOVERNANCE
• OOD BOARD PRACTICE
• CLEARLY DEFINED ROLES AND AUTHORITIES
• BOARD IS WELL STRUCTURED
• APPORIATE MIX OF SKILLS
• DUTIES AND RESPONSIBILITIES OF DIRECTORS UNDERSTOOD
• CONTROL ENVIRONMENT
• INTERNAL CONTROL PROCEDURE
• MANAGEMENT INFORMATION SYSTEM ESTABLISHED
• INDEPENDENT AUDIT COMMITTEE ESTABLISHED

8. • WELL- DEFINED SHAREHOLDERS RIGHTS
• MINORITY SHAREHOLDERS RIGHTS FORMALISED
• WELL- ORGANISED SHAREHOLDERS MEETING CONDUCTED
• CLEARLY DEFINED AND EXPLICIT DIVIDEND POLICY
• BOARD COMMITMENT
• A TRANSPARENT CORPORATE GOVERNANCE CODE HAS BEEN DEVELOPED
• THE COMPANY HAS CORPORATE GOVERNANCE COMPION
• RESOURCES ARE COMMITTED TO CORPORATE GOVERNANCE INITIATIVE.
• TRANSPARENT DISCLOSURE
• FINANCIAL INFORMATION DISCLOSED
• HIGH QUALITY ANNUAL REPORT PUBLISHED
• FINANCIALS REPORT PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

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